Terms and Conditions of Sale
Binding Terms. Acceptance of any Products ordered by Customer from Symmetry Surgical constitutes Customer’s irrevocable acceptance of all Terms and Conditions contained herein except to the extent that any are inconsistent with an existing written agreement signed by an officer of Symmetry Surgical with Customer or a GPO under which Customer is purchasing, in which case such agreement shall control. Symmetry Surgical specifically rejects any other terms or conditions proposed by Customer included on any Purchase Order or other document that is not signed by an officer of Symmetry Surgical, and the terms hereof specifically supersede any such terms imposed by Customer.
Title Transfer and Risk of Loss. Title and risk of loss pass to Customer at delivery to the shipper at Symmetry Surgical’s dock.
Returns. Customer may only return Products, for credit, if Symmetry Surgical has authorized that return via issuing an RMA. Product returns MUST be completed within 15 days of the issuance of the RMA to be eligible for full credit. If returned Product is shipped after the 15 day expiration of the RMA and the Product is received in saleable condition and within shelf life guidelines, Symmetry Surgical reserves the right to refuse the return or charge additional restocking fees. All non-returnable Products will be returned directly to the Customer, at Customer’s expense, F.O.B. Shipping Point with a letter of explanation. Returns will be assessed a 15% restocking fee for all Products returned between 30 – 90 days from Original Shipment Date. Returns over ninety (90) days are not eligible for credit and will not be authorized or accepted. An RMA will not be issued and/or credit will not be given for the following:
- Products returned WITHOUT an RMA issued in the prior 15 days;
- Products not purchased from Symmetry Surgical or its Authorized Distributors;
- Products returned in a condition that prevents resale. Examples include, but are not limited to:
- Discontinued Products (Products no longer carried in the current Symmetry Surgical price list);
- Products which have been used;
- Products sold sterile;
- Made to order or custom instruments (Products not included as stocked inventory);
- Partial kits;
- Engraved, Etched or Color-coded instruments;
- Expired Products or Products outside minimum dating requirements;
- Units of measure less than Symmetry Surgical’s original unit of issue;
- Product not in original packaging;
- Product that has been cleaned, lubricated, washed, or sterilized.
International Returns: Symmetry Surgical will accept international Product returns, for credit, only if the Products were purchased directly from Symmetry Surgical or an Authorized Distributor and returned within ninety (90) days from date of receipt with an RMA issued to an Authorized Distributor. Product returns MUST be made within 15 days of the issuance of the RMA and include shipment tracking information to be eligible for credit. Instead of issuing an RMA, Symmetry Surgical reserves the right to request additional information (i.e. Product photos) to support the issuances of credit. This will reduce unnecessary costs for shipment of low cost returns. Returns requested over ninety (90) days from date of delivery are not eligible for credit. International returns must be accompanied by the same documentation (i.e. bill of lading, invoices, FDA references, etc.) as the original shipment to avoid delays.
Adjustments and Shipping Discrepancies. Customer must report all shipment discrepancies (shipping, shortages, overages, missing documents, damages, etc.) within 15 calendar days of physical delivery via email, phone and/or debit memo notification. Failure to provide notification within 15 days of physical receipt will be grounds for denial of the claim, and unsubstantiated invoice deductions will not be allowed.
Taxes. In addition to the invoiced price, the Customer shall pay any tax, duty or other fee imposed on this transaction by any federal, state, or local government authority. If Symmetry Surgical is required to prepay any such tax, duty or other fee, the Customer will reimburse Symmetry Surgical the amount of that tax, duty or other fee.
No Resale. The Products covered by this invoice are intended for the Customer’s own use and are not for resale unless the Customer is a Symmetry Surgical’s authorized distributor.
Product Shortages. Symmetry Surgical is not liable for delays in delivery due to Product shortages, acts of nature, war, terrorism, regulatory or carrier issues, or any circumstances beyond its reasonable control.
Single-Use Products. The Customer shall ensure that units of any patented Single-Use Product that it purchases are used only once in delivering patient care and Symmetry Surgical conveys no right in such patented Single-Use Product other than the right to use it one time.
Distributor Chargebacks (applies to distributors only). Symmetry Surgical pays chargebacks to distributors only for Products purchased directly from Symmetry Surgical and sold to end users in the United States, who are entitled by contract with Symmetry Surgical for a price below distributor list price. By accepting a chargeback from Symmetry Surgical, the recipient represents that it qualifies for the chargeback and agrees that Symmetry Surgical may audit its records to confirm.
Application of GPO Membership. Symmetry Surgical will administer all orders based on the GPO contract aligned with the terms of the purchase order, with: 1) that GPO being treated as the authorized contracting agent for this order; and 2) acceptance of any Product hereunder constituting confirmation by the Customer that it is a Member of the GPO under whose agreement it placed/priced the Products and not a Member of any other GPO. If either of the foregoing are not correct the Customer must instruct otherwise at firstname.lastname@example.org.
Reporting of Discounts. The value of any rebates, discounts, incentives, or Products provided at no charge to the Customer may constitute a “discount or other reduction in price” under Section 1128B(b)(3)(A) of the Social Security Act, 42U.S.C.Sec.1320a-7b(b)(3)(A). Customer must satisfy any and all requirements relating to discounts or reductions in price, including, when required by law, to disclose all discounts or other reductions in price received from Symmetry Surgical and to accurately report under any state or federal health care program the net cost actually paid by the Customer.
Payment Terms. Payment terms are established on an individual Customer basis based on credit and payment history and are subject to change without notice at any time at the sole discretion of Symmetry Surgical. The payment terms reflected on this invoice govern this transaction. All payments must be in United States Dollars.
Warranties. All warranties provided by Symmetry Surgical with respect to any Product covered by this invoice are as described in the package inserts or instructions for use available with the Product or on the www.symmetrysurgical.com website. OTHER THAN AS SET FORTH IN THE PREVIOUS SENTENCE, THERE IS NO IMPLIED OR EXPRESS WARRANTY ON THE PRODUCTS COVERED BY THIS INVOICE, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability for Damages
Symmetry Surgical is not liable for direct, indirect, special, incidental or consequential damages arising from breach of warranty, breach of contract, negligence, or any other legal theory. Such damages include but are not limited to, loss of profits or revenues, loss of use of the Product or any associated equipment, cost of capital, cost of any substitute Product, facilities or services, down-time costs, lost reputation, or claims of customers for such damages. Notwithstanding anything to the contrary herein, the total limit of Symmetry Surgical’s liability to Customer under one or more claims shall not exceed, in the aggregate, the amount paid by Customer to Symmetry Surgical in the six (6) months prior to the date of the applicable claim.
Credits. Any credits resulting from returns or otherwise will be valid and redeemable for four (4) years following the date of issuance so Symmetry encourages prompt utilization thereof. Credits left unused four (4) years following issuance will expire and be null and void thereafter.